The Early Warning System and Related Take-Over Bid and Insider Reporting Issues
VANCOUVER, BRITISH COLUMBIA – TheNewswire - May 13, 2022 – This news release is being disseminated pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, in connection with the filing of a early warning report dated May 13, 2022, regarding the acquisition of certain securities of Beyond Oil Ltd. (formerly, FTC Cards Inc.) (the “Issuer”) by Jonathan Or, Chief Marketing Officer and Director of the Issuer (the “Acquiror”).
On May 12, 2022, the Issuer acquired all of the shares of Beyond Oil Ltd. a company existing under the laws of Israel (the “Beyond Oil Israel”), pursuant to a definitive share purchase agreement (the “SPA”) dated September 26, 2021, among the Issuer, Beyond Oil Israel and the shareholders of Beyond Oil Israel (the “Transaction”).
The issue of securities of the Issuer as consideration for the acquisition of the Acquiror’s ordinary shares of Beyond Oil upon the consummation of the Transaction, triggered the requirement to file each early warning report. As a result of the Transaction, an aggregate of 48,821,008 common shares were outstanding as of May 12, 2022, immediately after giving effect to the Transaction.
Pursuant to the Transaction, the Acquiror acquired ownership and control over 6,414,831 common shares of the Issuer (the “Payment Shares”), 646,693 common share purchase warrants (the “Consideration Warrants”) and 5,131,864 contingent value rights (the “Contingent Rights”) of the Issuer. Prior to the completion of the Transaction, the Acquiror did not hold any securities in the capital of the Issuer.
The 6,414,831 common shares held by or controlled by the Acquiror following the completion of the Transaction represent approximately 13.14% of the outstanding common shares of the Issuer on a non-diluted basis. On a partially diluted basis, assuming the exercise of all the Consideration Warrants and the issuance of common shares pursuant to the Contingent Rights (including those held by the Acquiror), the Acquiror will hold an aggregate of 12,193,388 common shares of the Issuer representing approximately 17.67% of the outstanding common shares of the Issuer.
The 6,414,831 Payment Shares and Contingent Rights are subject to an escrow agreement among FTC Cards Inc., Endeavor Trust Corporation, as escrow agent, and the Acquiror dated May 12, 2022 (the “Escrow Agreement”) in the form prescribed by National Policy 46-201 – Escrow For Initial Public Offerings. In addition, the Payment Shares are subject to certain contractual restrictions on resale set forth in the SPA
The Payment Shares, Consideration Warrants and Contingent Rights were acquired for investment purposes. The Acquiror will evaluate its investment in the Issuer from time to time and may, depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the common shares, conditions in the securities markets and general economic and industry conditions, the Issuer’s business or financial condition, and other factors and conditions the Acquiror deems appropriate, increase, decrease or change their beneficial ownership over the common shares or other securities of the Issuer in the future but each has no current plans to do so.
For more information on the Transaction, refer to the SPA, the Escrow Agreement, the prospectus of FTC Cards Inc. dated April 27, 2022, and the early warning report dated May 13, 2022, all available under the Issuer’s SEDAR profile at www.sedar.com.
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